Amendments to Credit Agreement. The Credit Agreement is amended, as of the Third Amendment Effective Date (as defined below), as follows: (a) Section 1.1 of the Credit Agreement is hereby amended by amending the proviso in clause (a) of the definition of "Applicable Margin" in its entirety to read as follows: ", provided, that on and after the first Adjustment Date occurring after the completion of two full Fiscal Quarters after the Closing Date, the Applicable Margin with respect to Revolving Loans and Swingline Loans will... be determined pursuant to the Applicable Pricing Grid, provided, further, that the Applicable Margin for Revolving Loans that are Specified Revolving Loans will be the Applicable Margin determined pursuant to the Applicable Pricing Grid plus 0.25%; and" (b) Section 1.1 of the Credit Agreement is hereby amended by adding the following new definitions in the appropriate alphabetic order: "‘Specified Revolving Loan' means each Revolving Loan designated as such in the borrowing notice delivered pursuant to Section 2.05 to effect the borrowing of such Revolving Loan." "‘Third Amendment Effective Date' has the meaning provided that term in Amendment No. 3 to Credit Agreement, dated as of April 21, 2015, among the Borrower, the Administrative Agent and the Lenders party thereto." (c) Section 2.5 of the Credit Agreement is hereby amended by (x) deleting the word "and" at the end of clause (ii) in the first sentence thereof; (y) deleting the period at the end of clause (iii) in the first sentence thereof and substituting the phrase ", and" and (z) adding the following new clause (iv) in the first sentence thereof as follows: "(iv) whether such Revolving Loans are designated as Specified Revolving Loans." (d) Section 2.10(a) of the Credit Agreement is hereby amended by replacing the first sentence thereof in its entirety with the following: "(a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment, whether the prepayment is of Eurodollar Loans or ABR Loans, and whether the prepayment is of any Specified Revolving Loans (and, if so, the amount thereof); provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.20." (e) Section 2.10 of the Credit Agreement is hereby amended by adding the following subsection (c) at the end thereof as follows: "(c) Notwithstanding anything to the contrary contained in this Agreement (including Section 2.10), any amount to be applied to the optional or mandatory prepayment of any Revolving Loan shall not be applied to repay or prepay any Specified Revolving Loan unless (i) at the time of such payment or prepayment the Borrower expressly directs the Administrative Agent in the notice of prepayment (if any) or other writing to apply the amount being repaid or prepaid to the payment of a Specified Revolving Loan in which case such payment or prepayment shall be applied to pay or prepay Specified Revolving Loans as the Borrower has directed or (ii) at the time of such payment or prepayment (and after giving effect to any contemporaneous partial payment or prepayment of the Revolving Loans) there are no remaining outstanding Revolving Loans other than Specified Revolving Loans in which case such payment or prepayment shall be applied to pay or prepay such Specified Revolving Loans." (f) Section 2.17(c) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof as follows: "For the avoidance of doubt, it is agreed that each payment (including each prepayment) by the Borrower on account of principal of and interest on Specified Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Specified Revolving Loans then held by the Revolving Lenders." (g) Section 7.1(a) of the Credit Agreement is hereby amended to change the ratio "3.75:1.00" for the Fiscal Quarters ended March 31, 2015 and thereafter to "3.25:1.00". 2 (h) Section 7.5(r) of the Credit Agreement is hereby amended in its entirety to read as follows: "(r) Dispositions (i) with an aggregate Fair Market Value not exceeding $325,000,000, (ii) of the Coal Mining Business and (iii) by Sun Coal & Coke LLC of Capital Stock that Sun Coal & Coke LLC owns in Middletown Coke Company, LLC and Haverhill Coke Company LLC; provided that (A) any Disposition or related series of Dispositions made pursuant to this clause (r) shall be made for Fair Market Value and one of the following: (1) other than with respect to the Disposition by the Borrower of all or a portion of the Coal Mining Business, for consideration comprising at least 75% cash and Cash Equivalents, or (2) with respect to the Disposition by Sun Coal & Coke LLC to SunCoke Energy Partners L.P. (the "MLP") of all or a portion of the remaining 25% of the Capital Stock of Gateway that Sun Coal & Coke LLC owns as of the Third Amendment Effective Date, for consideration that may include the receipt of equity interests in the MLP and SunCoke Energy Partners GP LLC and the assumption by the MLP and/or the retirement by the Borrower of all or a portion of the remaining outstanding principal amount of the Senior Notes, provided that prior to or in connection with such Disposition transaction, the MLP shall have assumed and/or the Borrower shall have retired (or caused to be satisfied and discharged) the remaining outstanding principal amount of the Senior Notes, (B) no Event of Default has occurred and is continuing or would result therefrom, (C) the Borrower is in compliance with Section 7.1 on a Pro Forma Basis after giving effect to such Disposition and (D) the Net Cash Proceeds thereof are applied as required by Section 2.11(b); and (i) Section 7.6 of the Credit Agreement is hereby amended by (i) deleting the word "and" at the end of subsection (j), (ii) deleting the period at the end of subsection (k) and substituting therefor "; and", and (iii) adding the following subsection (l) after subsection (k): "(l) other Restricted Payments not otherwise permitted under this Section 7.6 so long as: (A) immediately before and after giving Pro Forma Basis effect to any such Restricted Payment, no Default shall have occurred and be continuing, (B) immediately after giving effect to such Restricted Payment, the Borrower shall, on a Pro Forma Basis, have a Consolidated Leverage Ratio not exceeding 2.00:1.00 (as evidenced by a certificate from the chief financial officer of the Borrower demonstrating such compliance calculation in reasonable detail), and (C) the sum of (1) the aggregate amount of the Available Revolving Commitments at such time (after giving effect to the making of such Restricted Payment and any financing thereof) and (2) the aggregate amount of cash and Cash Equivalents of the Loan Parties (in each case, free and clear of all Liens, other than (i) involuntary or inchoate Liens, (ii) Liens securing the Obligations and (iii) Liens permitted under Section 7.3(n) that are unperfected, junior to or pari passu with the Liens securing the Obligations and subject to an intercreditor agreement with the Administrative Agent) included in the consolidated balance sheet of the Loan Parties as of such date shall equal or exceed $75,000,000."View More
Amendments to Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 4 below, and in reliance upon the representations and warranties of the Loan Parties set forth in Section 5 below, the Credit Agreement is hereby amended as follows:
